How to Incorporate in New York (2026)
Incorporating in New York requires filing a Certificate of Incorporation with the Department of State, paying a $125 filing fee, and meeting statutory requirements under N.Y. Bus. Corp. Law § 402. This guide walks you through each step to establish your New York corporation legally and operationally.
Choose a Corporate Name
Your corporation's name must comply with New York's naming requirements and distinguish itself from existing entities on file. You can search available names at https://apps.dos.ny.gov/publicInquiry/ before filing.
New York requires your corporate name to include a designator such as "Corporation," "Corp.," "Incorporated," "Inc.," "Company," or "Co." Your name must be distinguishable from all LLCs, corporations, and limited partnerships already registered with the New York Department of State. The search tool at https://apps.dos.ny.gov/publicInquiry/ shows all active entities. If your preferred name is taken, you must choose an alternative or reserve the name.
Restricted Words and Professional Designations
Certain words are prohibited or restricted in New York corporation names. You cannot use "Bank," "Insurance," "University," "College," or "Attorney" unless you meet specific regulatory requirements for those professions and industries. If your intended name contains restricted language, contact the Division of Corporations at (518) 473-2492 before filing.
Reserve Your Corporate Name
You can reserve a corporate name for 60 days by filing a name reservation request with the Department of State. The reservation fee is $20. This protects your chosen name while you prepare your incorporation documents. Submit your name reservation through the online filing system at https://filing.dos.ny.gov/ or contact the Division of Corporations at One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
Appoint Directors
Your corporation must have at least one director, and New York imposes no residency requirement for directors. You can appoint directors before filing or in your Certificate of Incorporation.
Directors manage the corporation's business and affairs under N.Y. Bus. Corp. Law § 402. You can name yourself as the sole director if you are the only shareholder, or appoint multiple directors for larger operations. There is no statutory maximum number of directors.
Director Qualifications
Directors must be natural persons (individuals, not business entities). Directors do not need to be shareholders or New York residents. Out-of-state individuals can serve as directors without restriction. You should document director appointments in your corporate records, even if you appoint them in the Certificate of Incorporation.
When to Appoint Directors
If you appoint directors in your Certificate of Incorporation, list their names and addresses. This information becomes part of the public filing. You can also appoint directors after incorporation by holding an organizational meeting and recording the appointment in your minutes.
File the Certificate of Incorporation
The Certificate of Incorporation is your official formation document filed with the New York Department of State under N.Y. Bus. Corp. Law § 402. The filing fee is $125, and you must file online at https://filing.dos.ny.gov/.
Your Certificate of Incorporation must include the corporation's name, the county where the principal office is located, a statement that the corporation is formed to engage in any lawful business (or specify your business purpose), the number of shares the corporation is authorized to issue, the names and addresses of the initial directors (if appointed at formation), and the name and address of the incorporator.
Required Information for Your Certificate
You do not need to file bylaws with the Certificate of Incorporation. Bylaws are internal governance documents retained by the corporation. Your incorporator can be any individual or entity—the incorporator need not be a director, shareholder, or officer.
How to File
File online through the Department of State's portal at https://filing.dos.ny.gov/. Online filing is the fastest method and provides immediate confirmation. You can also mail your Certificate of Incorporation to One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231, but processing takes longer.
The Department of State will issue a filing receipt confirming your incorporation date. This receipt serves as proof of incorporation and is required for opening a business bank account and obtaining an EIN.
After Your Certificate Is Filed
Once approved, your corporation legally exists under New York law. Your corporation must file an annual report with the state and pay a $9.00 annual report fee to maintain active status. New York C corporations pay corporate income tax at 6.5% of the business income base, or 7.25% if business income exceeds $5,000,000 (N.Y. Tax Law Article 9-A). You must also file annual franchise tax reports, which include a fixed dollar minimum tax based on New York receipts ranging from $25 to $200,000.
Adopt Bylaws
Bylaws are internal rules governing how your corporation operates. While not filed with the state, bylaws are essential for documenting decision-making procedures, shareholder meetings, director responsibilities, and stock transfers.
New York does not mandate specific bylaw language, so you have flexibility in tailoring bylaws to your business structure. You can adopt bylaws either before or after filing your Certificate of Incorporation, though most incorporators adopt them immediately after formation. Document the adoption in your corporate minutes.
Required Bylaw Provisions
Your bylaws should address the number and duties of directors, how shareholder and director meetings are called and conducted, voting procedures and quorum requirements, stock issuance and transfer restrictions, officer titles and responsibilities, dividend policies, and amendment procedures.
You can adopt bylaws at your organizational meeting or by written consent of the initial directors. Bylaws can be amended by shareholder or director vote as specified in the bylaws themselves.
Director and Officer Structure
Your bylaws must address the number of directors your corporation will have. New York requires a minimum of one director, giving you flexibility to structure your board however you choose. Your bylaws should specify the exact number of directors (or a range, such as "between 3 and 7"), how directors are elected and their term lengths, whether directors must be shareholders, and whether directors must be New York residents.
Your bylaws must designate officer positions and define their duties. New York requires at least a president and a secretary, though you can create additional officer positions as needed. You can allow one person to hold multiple officer positions, which is common in smaller corporations.
Shareholder and Director Meetings
Your bylaws must establish procedures for calling and conducting both shareholder and director meetings. You control whether meetings are held in person, by telephone, or by other electronic means—specify your preference in the bylaws. Include notice requirements (how many days' notice shareholders and directors must receive), meeting location or virtual meeting procedures, whether meetings can be held outside New York, and procedures for special meetings versus annual meetings.
Your bylaws should also address how shareholders and directors can act without a meeting. New York law permits written consent in lieu of a meeting if your bylaws allow it, so you can streamline decision-making by authorizing this practice.
Voting Procedures and Quorum
Your bylaws establish the voting power of each share and quorum thresholds for both shareholder and director meetings. You have significant flexibility here. Define quorum requirements for shareholder meetings (typically a majority of outstanding shares, but you can set a different percentage), quorum requirements for director meetings (typically a majority of directors, but you can adjust), voting requirements for specific actions (such as requiring supermajority votes for mergers or amendments), whether cumulative voting is permitted for director elections, and voting rights per share (typically one vote per share, but you can vary this).
Stock Issuance and Transfer Restrictions
Your bylaws can impose restrictions on stock issuance and transfer, though these restrictions must also be noted on stock certificates to be enforceable against transferees. Common restrictions include right-of-first-refusal provisions, buy-sell agreements, and transfer prohibitions.
If you want to restrict stock transfers, your bylaws should specify whether shareholders must offer shares to the corporation or other shareholders before selling to outsiders, any approval requirements for transfers, pricing mechanisms for restricted transfers, and whether restrictions apply to all shares or only certain classes.
Dividend Policies and Amendment Procedures
Your bylaws can establish a dividend policy, though you're not required to declare dividends. If you include dividend provisions, specify how and when dividends are declared and paid. New York law permits dividends only if the corporation remains solvent after payment, so your bylaws should reference this legal constraint.
Your bylaws must establish how bylaws themselves can be amended. You can allow either the board of directors or shareholders to amend bylaws, or you can require shareholder approval for certain amendments. Specify whether the board can amend bylaws unilaterally, or whether shareholder approval is required, the voting threshold needed for amendment (simple majority, supermajority, or unanimous consent), notice requirements for proposed bylaw amendments, and whether certain provisions require supermajority approval.
Keeping Your Bylaws
Keep bylaws in your corporate records book along with your Certificate of Incorporation, stock ledger, and meeting minutes. Bylaws are not public documents and remain internal to your corporation. If you later amend your bylaws, document the amendment with a board or shareholder resolution and update your records accordingly.
Issue Stock
Your Certificate of Incorporation authorizes the corporation to issue a specific number of shares. You must actually issue shares to shareholders to capitalize your corporation and establish ownership.
Determine how many shares each shareholder will receive. You can issue shares equally or in proportion to capital contributions. Document all share issuances in a stock ledger maintained in your corporate records.
Stock Certificates and Documentation
For each share issuance, issue a stock certificate showing the shareholder's name, number of shares, class of stock, and date of issuance. Stock certificates should be signed by the president and secretary (or other officers designated in your bylaws). New York does not require physical stock certificates—you may issue electronic share records or maintain a shareholder ledger instead.
You may impose transfer restrictions on stock by noting them on the stock certificate or in a separate shareholder agreement. Common restrictions include right of first refusal, buy-sell agreements, or vesting schedules.
Board Authorization and Tax Considerations
Your board of directors must authorize each stock issuance. Document board resolutions approving the number of shares, recipient, and consideration. This protects your corporation and provides clear evidence of legitimate capitalization.
If you issue stock in exchange for property or services (rather than cash), document the fair market value of the consideration received. This protects you from claims that shares were issued without adequate consideration.
Record Keeping Requirements
New York does not require you to file stock ledgers or certificates with the state. These documents remain in your corporate records. However, you must maintain accurate records of all share issuances for tax purposes and to defend your corporate structure if challenged.
Stock issuances may trigger New York franchise tax obligations. New York C corporations pay 6.5% of business income base (7.25% if exceeding $5,000,000), plus the fixed minimum tax. Consult a New York tax professional about timing and structure before issuing shares.
Obtain an Employer Identification Number (EIN)
An EIN is a federal tax identification number issued by the IRS. You need an EIN to open a business bank account, hire employees, and file federal tax returns.
Apply for an EIN online at https://www.irs.gov/ein or by mail using IRS Form SS-4. Online applications are processed immediately and provide your EIN on the same day. Mail applications take approximately four weeks.
When You Need an EIN
You do not need an EIN if your corporation has no employees and you are the sole shareholder reporting business income on your personal tax return. However, obtaining an EIN is recommended for liability protection and professional credibility.
Using Your EIN
Provide your EIN to your bank when opening a business account. The bank will use the EIN to report interest income and other transactions to the IRS. Once you receive your EIN, include it on your Certificate of Incorporation and provide it to your accountant, bank, and the New York Department of Taxation and Finance for sales tax registration if applicable.
Register for New York State Taxes
Your corporation must register with the New York Department of Taxation and Finance for state income tax and franchise tax purposes. Registration is required regardless of whether you have employees.
New York C corporations pay corporate income tax at 6.5% of the business income base, or 7.25% if the business income base exceeds $5,000,000 (N.Y. Tax Law Article 9-A). Additionally, all business corporations file annual franchise tax reports with a fixed dollar minimum tax based on New York receipts ranging from $25 to $200,000.
How to Register
Register online through New York Business Express at https://www.businessexpress.ny.gov/. You will need your EIN, Certificate of Incorporation filing receipt, and business information. You can also contact the Department of Taxation and Finance directly for registration assistance and to determine your specific tax obligations based on your business structure.
Employee Withholding and Sales Tax
If your corporation will have employees, you must also register for New York unemployment insurance and withholding tax. Registration is completed through the same Business Express portal.
If your corporation sells taxable goods or services in New York, you must obtain a Sales Tax Certificate of Authority through New York Business Express at https://www.businessexpress.ny.gov/. This certificate authorizes you to collect and remit sales tax to the Department of Taxation and Finance.
Annual Franchise Tax Reporting
Your corporation must file an annual franchise tax report each year, even if you have no income. The annual report fee is $9.00. Failure to file results in penalties and potential loss of good standing.
Obtain Business Licenses and Permits
New York does not require a general business license for all corporations. However, specific industries and activities require licenses and permits from state and local agencies.
Use New York Business Express at https://www.businessexpress.ny.gov/ to identify required licenses for your specific business type. The portal guides you through applications and tracks your status. Contact your local county or city business licensing office for local permit requirements, as requirements vary significantly by location.
Sales Tax Certificate of Authority
If your corporation sells taxable goods or services, you must obtain a Sales Tax Certificate of Authority. Apply through New York Business Express at https://www.businessexpress.ny.gov/.
Local Business Licenses
Many New York counties and cities require local business permits. Contact your county clerk or city business licensing office. Requirements vary significantly by location, so verify local rules early in your formation process.
Professional Licenses
If your corporation provides professional services (law, accounting, engineering, medicine, or other regulated fields), you must obtain professional licenses from the appropriate New York state licensing board. Each profession has specific education, examination, and registration requirements. Check with the relevant professional board before launching your business.
Health Permits
Food service, childcare, and healthcare businesses require health department permits from your local health authority. Contact your county or city health department to learn about inspection requirements, food handling certifications, and other health-related compliance obligations specific to your business type.
Alcohol Licenses
If your corporation will sell alcohol for on-premises or off-premises consumption, you must apply to the New York State Liquor Authority. Alcohol licensing involves background checks, local community board approval in some jurisdictions, and ongoing compliance with state and local regulations.
Home Occupation Permits
If your corporation operates from a home-based office, check your local zoning laws and obtain any required home occupation permits. Some municipalities restrict business operations in residential areas or require special permits. Verify zoning compliance with your city or county planning department before establishing your home office location.
File Your Annual Report
Your corporation must file an annual report with the New York Department of State each year to maintain good standing. The annual report fee is $9.00.
Annual reports are due by the anniversary of your incorporation date. File online at https://filing.dos.ny.gov/ to avoid late fees and penalties.
What Information to Include
Your annual report must include your corporation's name and address, the names and addresses of your directors and officers, and your registered agent information (if you have designated one beyond the Secretary of State). Ensure all information is current and accurate before submission.
Consequences of Non-Filing
Failure to file your annual report results in a penalty and potential administrative dissolution of your corporation. If your corporation is dissolved for non-filing, you lose liability protection and your corporate status.
Set a calendar reminder for your annual report due date. Many incorporators file their annual report immediately after incorporation to establish a consistent filing schedule.
How to File
You can file your annual report online through the Department of State's filing system at https://filing.dos.ny.gov/. This online portal allows you to submit your report and pay the $9.00 fee electronically.
If you prefer to file by mail or have questions about the process, contact the New York Department of State at (518) 473-2492, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231, or https://dos.ny.gov/.
Summary Checklist
- Search available names at https://apps.dos.ny.gov/publicInquiry/
- Reserve your corporate name if needed ($20 fee, 60-day hold)
- Prepare your Certificate of Incorporation with director information
- File your Certificate of Incorporation online at https://filing.dos.ny.gov/ ($125 fee)
- Adopt bylaws and document in corporate minutes
- Issue stock certificates to shareholders
- Apply for an EIN at https://www.irs.gov/ein
- Register for New York state taxes at https://www.businessexpress.ny.gov/
- Obtain required business licenses and permits
- Open a business bank account using your EIN and filing receipt
- File your first annual report by your incorporation anniversary ($9 fee)
For questions about New York incorporation, contact the Department of State, Division of Corporations at (518) 473-2492 or visit https://dos.ny.gov/.